|
Click CODE for more details on the company Business Services
UNIHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/000216/06)
("Unihold")
Merger of Unihold's IT Business Solutions and Services division with Siemens
Business Services (Proprietary) Limited ("SBS") and further cautionary
announcement
Introduction
Further to the cautionary announcement dated 29 May 2001, Bridge Capital
Services (Proprietary) Limited is authorised to announce that an agreement
has been concluded between Unihold Group Limited ("UGL") (a wholly-owned
subsidiary of Unihold) and SBS, in terms of which the IT business solutions
and services operations of UGL and SBS in Southern Africa are to be merged
("the merger"). The agreement is subject to the fulfilment of suspensive
conditions normal for a transaction of this nature, including approvals of
the merger by Unihold shareholders and the Competition Commission.
Salient terms and financial effects of the merger
The merger will be effected by SBS acquiring the IT business solutions and
services operations of UGL, as a going concern, in exchange for 40% of the
issued share capital of SBS and R40 000 000 in cash. Unihold will appoint
three directors to the board of SBS and will enjoy adequate protections as a
minority shareholder. The agreement contains reciprocal warranties normal
for a transaction of this nature. The financial effects of the merger on
Unihold will be disclosed in the circular referred to below.
Background and rationale for the merger
Having examined its strategy, Unihold concluded that a small capitalisation
player in the current IT market delivers sub-optimum value to customers,
shareholders and staff. Accordingly, Unihold sought a merger of its IT
Business Solutions division with a complementary business in order to create
a substantial IT services group with the requisite critical mass. The world-
wide Siemens Group is the ideal partner for Unihold in the IT business
solutions field. The two groups, which have successfully worked together on
a number of major projects over the past four years, find congruence in
their business cultures and knowledge bases with little or no overlap in
their service offerings.
SBS is jointly owned by Siemens Business Services GmbH (which employs 35 000
people in over 60 countries and has annual revenues of approximately 7
billion) and Siemens Ltd of Southern Africa, which are both subsidiaries of
Siemens AG.
The well-capitalised merged entity will have more than 500 employees (with
considerable intellectual capital) and an annual turnover of approximately
R550 million, 50% of which is recurring annuity income. It is positioned as
one of the top providers of IT business solutions and services in the
Southern African market and aims to become one of the top five companies in
the local IT services industry within the next two years.
The enlarged entity, which will trade under the SBS banner, will enjoy the
following benefits:
- it will be in a position to provide the full spectrum of IT services from
infrastructure management to solutions implementation;
- Unihold's e-business expertise will enable the Siemens group to bring its
globally proven e- and m-business solutions to the Southern African market
complementing the strong outsourcing and operational services business of
SBS;
- SBS will have a larger national footprint with strong operations in
Johannesburg, Cape Town, Durban and Port Elizabeth; and
- SBS will enjoy the substantial financial support, global presence,
technology proficiency and Research and Development capability of the world-
wide Siemens organisation and will therefore have the necessary resources to
back major projects.
Documentation
A circular to Unihold shareholders setting out full details, the effects of
the merger on Unihold and incorporating a notice convening a general meeting
of Unihold shareholders will be posted to shareholders as soon as possible,
and in any event within 28 days of the date of this announcement.
Further cautionary announcement
Shareholders are advised to continue to exercise caution when dealing in
their shares until publication of the circular.
Johannesburg
28 June 2001
Transaction adviser and sponsor
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
(A sponsor registered with the JSE Securities Exchange South Africa
Reporting accountants and auditors
Deloitte & Touche
Attorneys to Unihold
Werksmans Attorneys
Attorneys to SBS
Deneys Reitz Attorneys Inc.
Reg. No. 1984/003385/21
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
